-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NBw8ATYv/AsO0Oi53xkZulFb6VhMYY2FsGJ+CZdO3nh2MKzeayn3Dc6g+p/COc9B 8LU2oamBNiS/ki+JUU56cA== 0000946275-96-000132.txt : 19960705 0000946275-96-000132.hdr.sgml : 19960705 ACCESSION NUMBER: 0000946275-96-000132 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960617 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960703 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TF FINANCIAL CORP CENTRAL INDEX KEY: 0000921051 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 742705050 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24168 FILM NUMBER: 96591185 BUSINESS ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 BUSINESS PHONE: 2155794000 MAIL ADDRESS: STREET 1: 3 PENNS TRAIL CITY: NEWTOWN STATE: PA ZIP: 18940 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 7, 1996 TF FINANCIAL CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 0-24168 742705050 - ---------------------------- -------------- -------------- (State or other jurisdiction (SEC File No.) (IRS Employer of incorporation) Identification Number) 3 Penns Trail, Newtown, Pennsylvania 18940 - ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (215) 579-4000 -------------- Not Applicable - ------------------------------------------------------------- (Former name or former address, if changed since last Report) TF FINANCIAL CORPORATION INFORMATION TO BE INCLUDED IN REPORT Item 5. Other Events. On June 7, 1996, TF Financial Corporation (the"Corporation"), the holding company for Third Federal Savings Bank ("Third Federal"), announced that Third Federal had entered into a Branch Purchase and Deposit Assumption Agreement (the "Agreement") to acquire three branch offices and $143 million of deposits from Cenlar Federal Savings Bank, Trenton, New Jersey ("Cenlar"). In connection with the acquisition, Third Federal paid Cenlar a premium of approximately $9.3 million. A copy of the Agreement dated June 7, 1996, and the press release issued by the Corporation on June 7, 1996, are attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference in their entirety. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits: 99.1 Branch Purchase and Deposit Assumption Agreement dated June 7, 1996. 99.2 Press Release dated June 7, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. TF FINANCIAL CORPORATION Date: June 11, 1996 By:/s/John R. Stranford John R. Stranford President and Chief Executive Officer EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT THIS BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT (the "Agreement") is entered into this the 7th day of June 1996, between Cenlar Federal Savings Bank, a federally chartered capital stock savings bank having its principal office at 425 Phillips Boulevard, Trenton, NJ 08628 (the "Seller"), and Third Federal Savings Bank, a federally chartered capital stock savings bank having its principal office at 3 Penns Trail, Newtown, Pennsylvania 18940 (the "Purchaser"). The Seller and the Purchaser are hereinafter sometimes collectively referred to as the "Parties". WHEREAS, the Seller wishes to sell the deposits and certain assets, as defined herein, of the branch offices operated by it at 2075 Pennington Road, Trenton, New Jersey 08618 (the "Ewing Branch"), at 1850 Route 33, Hamilton Square, New Jersey 08690 (the "Hamilton Branch"), and at 301 North Harrison Street, Princeton, New Jersey 08540, (the "Princeton Branch") (collectively the "Branches"), and WHEREAS, the Purchaser wishes to purchase the deposits and certain assets of the Branches, and WHEREAS, the Purchaser has upon the execution of this Agreement deposited with the Seller the amount of one hundred thousand dollars ($100,000.00) (the "Deposit") which amount shall be held by Seller in an interest bearing account earning interest at the Seller's current rate paid on money market savings accounts. NOW, THEREFORE, in consideration of the foregoing, of the mutual agreements, covenants, representations, warranties and conditions contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties have agreed and do agree as follows (the "Transaction"): ARTICLE I TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES 1.01 Effective Date. The closing of the Transaction contemplated hereby (the "Closing") shall occur as soon as possible following receipt of all approvals of regulatory authorities necessary for the Purchaser and Seller to consummate such Transaction at such time and date as may be mutually agreed to by the Parties (the "Effective Date" or the "Closing Date"). The Closing shall be held at such place as may be agreed upon by the Parties. Notwithstanding the foregoing, in no event shall the Closing Date be before fifteen (15) calendar days after the last date of approval issued by the Office of Thrift Supervision ("OTS") 1 and the Federal Deposit Insurance Corporation ("FDIC") or later than 30 days after receipt of such approval. Determination of the Closing Date shall give consideration to timetables associated with all conditions and duties of the Parties, including obtaining all necessary governmental approvals and certifications and coordination of the transfer of the electronic data processing files and systems. It is agreed that time is of the essence with respect to this Transaction. 1.02 Transfer of Assets and Consideration Therefor. (a) Obligations of the Seller. The Seller agrees that, subject to the terms and conditions of this Agreement, it will validly sell, assign, transfer, convey and deliver to the Purchaser, on the Effective Date: (i) All of its rights, title and interest, as lessee under any and all real estate leases pertaining to the Branches, (set forth at Schedule 1.02(a)(i)) together with all leasehold improvements thereon, including any security deposits on such real estate leases net of deductions as specified at Section 8.02; (ii) All of its rights, title and interest in all real property pertaining to the Branches (set forth at Schedule 1.02(a)(ii); (iii) All of its rights, title and interest in and to all of the furniture, fixtures and equipment used in the operation of the Branches, as set forth at Schedule 1.02(a)(iii); (iv) All of its rights, title and interest to the safe deposit box business conducted at the Branches, exclusive of "Break-Opens" as hereinafter defined at Section 1.06; (v) All petty cash, vault cash, automated teller machine cash and drawer cash ("Branch Cash") maintained at the Branches as of the Closing Date, subject to audit verification conducted by a representative of each party as of the close of business on the Closing Date, and savings and checking deposit records and customer records relating thereto; (vi) All of its rights, title and interest in the Loans as referred to at Section 1.04; Further, Seller agrees to maintain the Branches and related property and assets in a manner conducive to normal 2 operations from the date of the Agreement through the Closing Date. (b) Obligations of the Purchaser. The Purchaser agrees that on the Effective Date, subject to the terms and conditions of this Agreement, and in consideration for the aforesaid sale, assignment, transfer, conveyance and delivery: (i) Purchaser will pay to the Seller the sum of the aggregate of the following: Prepaid Rent on the Princeton Branch, the amount of the security deposit assignment on the Princeton Branch in accordance with Section 8.02, the aggregate purchase price for the Real Property, Leasehold Improvements, Furniture, Fixtures and Equipment, and the Branch Cash, as adjusted by the pro rata rents paid in advance on the rented safe deposit boxes and pro rata adjustments as provided at Section 1.10; and (ii) the Purchaser will assume and agree to pay, perform and discharge all Deposit Liabilities of the Seller to transfer to Purchaser as of the Closing Date, including accrued interest, attributed on the records of the Seller to the Branches now existing or hereafter arising and existing on the Effective Date as set forth at Schedule 1.02(b)(i)(1) "Schedule of Deposit Liabilities" attached hereto, with only such changes therein as shall have occurred in the ordinary course of business of the Seller between the date of such schedule and the Effective Date. The risk of loss for deposited items in transit as of the Closing Date shall rest with the Seller. The purchase price for the Prepaid Rent, Real Property, Leasehold Improvements, Furniture, Fixtures and Equipment shall be as set forth at Schedule 1.02(b)(i)(2). (ii) Purchaser will assume and thereafter fully and timely perform and discharge, in accordance with their terms, all of the liabilities and obligations of the Seller arising on and after the Closing Date related to the leased property, the real property, personal property, furniture, fixtures and equipment, rented safe deposit boxes, exclusive of Break-Opens, and any related contracts and service agreements listed in Schedule 1.02(b)(ii), except to the extent that assumption of such obligations is objected to by the applicable third party despite the assistance of Seller's best efforts, or Purchaser and Seller agree to modify or cancel as appropriate, such obligations as of the Closing Date. 3 (iii) Purchaser will assume all rights, title and interest of the Seller in and to the safe deposit box business conducted at the Branches as of the Closing Date, exclusive of Break-Opens. A list of rental agreements for such safe deposit boxes is attached as Schedule 1.02(b)(iii). 1.03 Payment of Premium. (a) The Purchaser further agrees that on the Effective Date, subject to the terms and conditions of this Agreement, it shall pay to the Seller a premium in the amount of $9,321,000 (the "Premium"), less the amount of the Deposit plus accrued interest thereon. In the event that the aggregate balance of Deposit Liabilities, including accrued interest but excluding (i) retail certificates of deposit of $80,000 or more with negotiated rates ("Retail Jumbo Certificates of Deposit"), (ii) deposit accounts held by officers, directors or employees of the Seller other than those whose primary work location is at one of the Branches and who will be employed by the Purchaser on the first day following the Closing Date, and (iii) deposits made with respect to Individual Retirement Accounts and KEOGH Accounts ("IRA Deposits") (collectively, constituting the "Excluded Deposits"), of the Branches to be assumed by the Purchaser at the close of business five (5) business days prior to the Effective Date, is less than ninety-five percent (95%) of the aggregate balance of Deposit Liabilities excluding the Excluded Deposits as of March 31, 1996, including accrued interest, then in that event, the Premium to be paid by the Purchaser shall be automatically adjusted downward, to an amount calculated by multiplying (i) the premium originally offered by (ii) a fraction of which the numerator shall be the aggregate of Deposit Liabilities to be transferred, including accrued interest but excluding the Excluded Deposits, at the close of business five (5) business days prior to the Effective Date, and the denominator shall be ninety-five percent (95%) of the aggregate amount of Deposit Liabilities excluding the Excluded Deposits as of March 31, 1996, including accrued interest. (b) The amount to be paid by the Seller to the Purchaser in consideration of the assumption by the Purchaser of the Deposit Liabilities referred to at Section 1.02(b)(i) and the Premium referred to at Section 1.03(a) is for the sole purpose of determining the amounts to be paid by the Seller and the Purchaser hereunder and shall not constitute an allocation of the purchase price for any particular asset being transferred or liability being assumed. (c) Because certain components of the closing payments will not be finally determinable until after the Closing Date, the Seller shall pay the Purchaser by wire transfer of immediately available funds by 2:00 p.m. on the Closing Date an amount equal to 4 the outstanding balances and accrued interest on the Deposit Liabilities, less Excluded Deposits, as of the close of business on the second business day preceding the Closing Date reduced by the Purchase Price, net of adjustments (the "Preliminary Closing Payment"). The Seller shall deliver to the Purchaser on the business day immediately preceding the Closing Date a preliminary settlement statement setting forth a calculation of the Closing Payment, similar to that as set forth at Schedule 1.03(c). (d) The Seller shall deliver to the Purchaser no later than 30 business days after the Closing Date a final settlement statement setting forth a calculation of the Final Closing Payment and the difference between the Final Closing Payment and the Preliminary Closing Payment. The difference between the Final Closing Payment and the Preliminary Closing Payment shall be paid by wire transfer of funds by the Seller to the Purchaser or by the Purchaser to the Seller, as applicable, no later than 45 business days after the Closing Date. Any such amount shall accrue interest at the Federal Funds Rate in effect on the Closing Date from the Closing Date to the date of payment. Further, any errors on Deposit Liabilities or accrued interest thereon, or other amounts ("Mistakes-in-Fact") which are determined as of the date of the final settlement statement shall be reconciled as of such date and appropriate adjustments of payments shall be made to the Seller or the Purchaser, as appropriate, at such time. Notwithstanding the foregoing, or anything else herein to the contrary, any Mistakes- in-Fact which shall be determined by the Seller or the Purchaser thereafter related to the Transaction consummated under this Agreement shall nevertheless be reconciled by adjustment or payment to the Seller or the Purchaser, as appropriate, within 30 days of such determination. The provisions of this Section shall survive beyond the Effective Date. (e) If Seller accepts an item before the Closing Date, which item is returned as uncollectible, and no offset of funds is available to the Purchaser, then Seller shall be liable for such item in an amount equal to the portion not covered by offset. Adjustment to the Closing Payment will be made as necessary to reflect Seller's liability. (f) Upon execution of the Agreement, Purchaser shall pay to Seller a deposit in the amount of $100,000 to be held by Seller in an interest bearing money market account ("Deposit"). Such Deposit shall be refunded to Purchaser on the Closing Date or upon termination of the Agreement in accordance with Section 9.03 of the Agreement. 1.04 Purchase of Loans. (a) In addition to the purchase of assets and assumption of liabilities described above, the Purchaser shall purchase on the Effective Date certain deposit related loans of the Branches (the 5 "Loans"). These Loans shall consist of: (i) loans secured by deposit instruments, including but not limited to, savings accounts and certificates, on the books of the Branches and (ii) unsecured loans created by writing a check or similar instrument and creating an overdraft and loan on an account with an established line of credit. The Purchaser will receive all pertinent details on these loans as part of the closing transaction at least thirty days prior to the Effective Date. Purchase of these Loans shall be subject to each loan being acceptable to the Purchaser in accordance with the Purchaser's underwriting standards. (A list of such Loans as of March 31, 1996, is attached hereto as Schedule 1.04(a)). Loans related to the Deposit Liabilities include loans secured by deposits, overdraft loans related to checking accounts, and similar loans. Except as mutually agreed upon, Loans to be purchased will not include loans for which no active deposit relationship exists as a Deposit Liability which shall transfer. Purchaser reserves the right within its sole discretion to reject any such Loans, provided notice of such rejection is given not less than fourteen (14) days prior to the Closing Date; in which case the related Deposit Liabilities, if any, shall not transfer. (b) All Loans (and any notes, other evidences of indebtedness or security instruments associated therewith) as listed at Schedule 1.04(b), transferred to the Purchaser on the Effective Date pursuant to Section 1.04(a) shall be transferred without recourse and without any warranties or representations as to the collectibility of any such loans or the creditworthiness of any such obligors. (c) The purchase price for each loan purchased in accordance with Sections 1.04(a) and (b) shall be equal to the unpaid principal balance plus accrued and unpaid interest as of the Effective Date. The aggregate purchase price for all purchased loans shall be paid by offsetting the purchase price against the Deposit Liabilities assumed and transferred. 1.05 Additional Obligations of the Parties. (a) On the Effective Date, the Seller will: (i) deliver to the Purchaser such of the assets purchased as shall be capable of physical delivery, including, without limitation, all assets comprising the safe deposit box business at the Branches; (ii) execute, acknowledge (if appropriate) and deliver to the Purchaser a Bill of Sale as set forth in Schedule 1.05(a)(ii) hereto and all such deeds, endorsements, assignments or other instruments of conveyance, assignment and transfer as shall be reasonably necessary or advisable to consummate the sale and transfer to the Purchaser the purchased assets; 6 (iii) make available to the Purchaser cash equal to the sum of the Deposits Liabilities plus accrued interest assumed by the Purchaser plus the Deposit and the accrued interest thereon LESS the sum of: (i) the purchase price for the Loans to be assumed pursuant to Section 1.04(c); (ii) the payment for assets set forth at Section 1.02(b)(i); and (iii) the Premium set forth at Section 1.03(a); (iv) assign and deliver to the Purchaser all collateral security of any nature whatsoever held by the Seller as collateral security for any loan being acquired by the Purchaser; (v) assign, transfer and deliver to the Purchaser such of the following records pertaining to the Deposit Liabilities to be assumed by the Purchaser and loans to be purchased by the Purchaser and any other records reasonably requested by the Purchaser as exist and are in the Seller's possession, and as are necessary to enable the Purchaser to service said deposit accounts and loans on a continuing basis: (i) Signature cards, retirement accounts files, orders and contracts between the Seller and customers of accounts to be transferred hereunder, taxpayer identification number certifications and records relating thereto; (ii) The form of rules and regulations applicable to the accounts to be transferred hereunder; and (iii) Loan files and records. (b) The Purchaser agrees that it will preserve and safely keep, for as long as may be required by applicable law, all of the signature cards, orders, contracts, forms, taxpayer identification number certifications, and records herein above referred to for the joint benefit of itself and the Seller, and that it will permit the Seller and its representatives to inspect, and make extracts from or copies of, any such signature cards, orders, files, contracts, forms, taxpayer identification number certifications or records, at any reasonable time, and at the expense of the Seller, as shall be reasonably necessary to the Seller for purposes of its records. The Seller agrees that it will preserve and safely keep, for as long as may be required by applicable law, all of the files, books of accounts and records as exist and are in Seller's possession pertaining to the past history of the accounts transferred hereunder, including deposit slips, canceled checks or withdrawal orders, for the joint benefit of itself and the Purchaser, and that it will permit the Purchaser and its representatives to inspect, and make extracts from or copies of, any such files, books of accounts or records, at any reasonable time and at the expense of the Purchaser, as shall be reasonably necessary to the Purchaser for purposes of its records. 7 (c) At least 30 days prior to the Closing Date, Seller agrees to provide to Purchaser a list of all Deposit Liabilities, exclusive of Excluded Deposits, identifying the types of each such deposit, the amounts thereof, the interest rate(s) paid thereon, the name(s) and address(es) of each depositor as well as all other pertinent information regarding each depositor and his or her Deposit Liabilities. Purchaser shall have the right, prior to the Closing Date to review the books and records of Seller relating to such Deposit Liabilities in accordance with Section 5.01 for the purpose of verifying the accuracy of the foregoing list. (d) On the Closing Date, Seller shall execute and deliver to Purchaser a Bargain and Sale Deed with Covenants Against Grantor Acts, conveying good, insurable and marketable title and interest in the real property related to the Transaction, free and clear of all liens and encumbrances, except Permitted Exceptions (defined hereinafter), and insurable at regular rates by a title company licensed to do business in the State of New Jersey. Purchaser shall have the right, within 60 days of this Agreement, to conduct a title search, make application for title insurance and make objections. Any matters not objected to or otherwise agreed upon by Purchaser shall be "Permitted Exceptions" (except for any matters arising after such 60 days of the date of the Agreement.) (e) Unless otherwise agreed to by the Parties, Seller shall pay to all employees of the Branches as of the Closing Date all wages earned and payable through the Closing Date, including all sums payable for accrued sick leave or vacation pay in compliance with Seller's personnel practices for terminating employees. Purchaser shall not assume any financial or legal liabilities or responsibility for payment of wages or benefits earned and accrued by employees of Seller prior to the Closing Date. (f) Seller shall render a final statement of account and related tax reporting to each depositor and borrower whose accounts are assumed by the Purchaser hereunder as of the Closing Date, including the filing of such tax reporting with the appropriate taxing authorities. (g) The Purchaser agrees, at its expense, to notify all Automated Clearing House originators of the transfers and assumptions made pursuant to this Agreement. Seller agrees to assist Purchaser in such activities to the extent reasonably requested. (h) Seller shall give all notices and take all other actions necessary and required, including actions required by applicable laws, in connection with Seller's assignment of and Purchaser's assumption of the liabilities and responsibilities of Seller under any operating agreements, leases and service contracts, with prior notice and consultation by the Purchaser. 8 (i) Within 30 days of the date of this Agreement, Seller shall use reasonable efforts to furnish Purchaser with copies of prior title information and land survey information related to the real property associated with the Branches readily in its possession. (j) Purchaser shall have thirty (30) days from the date of execution of this Agreement to cause an independent environmental consultant of its choice to inspect and audit the assets and real property related to the Transaction for the existence of any and all environmental conditions and any and all violations of environmental laws, as is commonly referred to as a Phase I environmental study (the "Environmental Audit"). The cost of such Environmental Audit shall be paid by the Purchaser, with a credit for such payments to be given to the Purchaser at the Closing by the Seller. If such Environmental Audit discovers any environmental condition that the Purchaser reasonably finds unacceptable within its sole discretion ("Environmental Condition"), the Purchaser may terminate this Agreement by delivery of written notice of termination on or before the day which is thirty (30) days from the date of the Agreement, which notice shall identify such Environmental Condition. Seller shall have 45 days from the receipt of such notice of termination to undertake such actions as are necessary to the satisfaction of the Purchaser to cure such defects or conditions in which case such notice of termination shall be deemed withdrawn. Upon termination of the Agreement for failure of Seller to cure such defects or conditions, the Deposit shall be returned to the Purchaser. The Purchaser shall furnish the Seller with a copy of the results of such Environmental Audit within three (3) business days of receipt of such report. The result of such Environmental Audit shall not be disclosed to any third party without the prior written consent of the Parties. (k) Seller shall at its expense furnish Purchaser with two (2) sets of mailing labels addressed to each account holder and borrower and similar information in electronic data format as of 45 days prior to the anticipated Closing Date and an additional two (2) sets of mailing labels as of the Closing Date in order to facilitate the timely and efficient transition. (l) Purchaser may contract with an independent firm at its own expense to conduct structural, engineering and mechanical inspections of the premises and Leasehold improvements within 30 days from the signing of the Agreement. Seller shall provide access to the property and Leasehold improvements during these time periods. The inspection shall include, but not be limited to, areas of heating, air conditioning, plumbing, roof, electric, basement, well, septic, insulation, radon, termite, structure of the premises, banking equipment and related matters. The Seller shall also allow samples to be taken of the contents of the building and the surrounding property, including test borings, to 9 determine the presence of underground storage tanks and or ground/water contamination. Should the inspection report be unacceptable to the Purchaser within its sole discretion, Purchaser may void the Agreement and shall be entitled to a return of the Deposit paid on account in the event that Seller shall not agree to make the necessary repairs at Seller's expense prior to the Closing Date. Time periods of the inspection may be expanded for a reasonable period of time pending delivery of laboratory results. (m) Seller will make an application for a Letter of Non- Applicability in compliance with the provisions of the Industrial Site Recovery Act ("ISRA") and shall furnish copies of said application to Purchaser. In the event Seller is unable to obtain a Letter of Non-Applicability within forty-five (45) days of the date of this Agreement, then either party shall have the right to terminate the Agreement upon notice to the other. Upon termination of the Agreement, the Deposit shall be returned to the Purchaser. (n) Seller and Purchaser will comply with the Bulk Sales Act of the State of New Jersey ("Bulk Act"), as applicable. Seller shall be liable for payment of all taxes due as a result of all transactions with respect to its business and the Branches subject to the Bulk Act occurring on or prior to the Closing Date. The Parties shall coordinate the filing of all notices and applications for the same not less than ten (10) days prior to the Closing Date. Seller shall cooperate with any filing requirements and notice provisions regarding the same. Seller also agrees to establish any escrows determined to be necessary to be established as requested by the New Jersey Department of Taxation to protect the interests of the Purchaser and State of New Jersey for any unpaid tax liabilities. The balance of such escrow funds shall be returned to the Seller following issuance of the tax clearance letter by the State of New Jersey. (o) Seller shall provide Purchaser with a Certificate of Occupancy and/or a fire safety certificate, as and if applicable, issued by the appropriate municipal or county authority as of the Closing Date. Should repairs be required in order to qualify for the Certificate of Occupancy or fire safety certificate, Seller shall be responsible for the costs of such repairs. (p) Seller represents to its best knowledge that there are no easements covering the leased property or real property associated with the Transaction except easements which exclusively benefit the property which is the subject of this Agreement. (q) Except as detailed at Schedule 1.05(q), Seller represents that to the best of Seller's knowledge, there exist no underground storage tanks located on the premises or sidewalk areas of the leased property or real property associated with the Transaction. (r) Purchaser, within its sole and absolute discretion, may hire, or not hire, on the Closing Date, any, all or none of 10 Seller's employees in the Branches. Purchaser currently anticipates hiring the employees of Seller following the Closing Date, subject to receipt of certain information from Seller regarding such employees, which information Seller hereby agrees to provide; therefore, Seller shall not offer to retain any such employees or to re-hire any such employees from the date of the Agreement and for a period ending six months after the Closing Date without the prior knowledge and approval of Purchaser. Such information to be provided by the Seller shall include, but not be limited to, a listing of all persons currently employed in the Branches, salary levels of such persons, copies of employment agreements, if any, and detailed information regarding employee health, welfare and retirement benefits currently provided to such employees. Purchaser agrees not to contact employees of Seller unless Seller has given approval for the employee contact. (A list of all Employees at the Branches, as of the date of the Agreement, including the rate of pay, hiring date and responsibilities is attached hereto as Schedule 1.05(r)). (s) Seller shall pay any state, county and local transfer taxes that are imposed upon the transfer of the real property of the Branches. 1.06 Safe Deposit Boxes. The Purchaser agrees to assume and to discharge, in the usual course of banking business, the duties and obligations of the Seller; from and after the Effective Date, with respect to the safe deposit box business at the Branches, excluding property in possession of Seller as a result of non-payment of rental fees or pursuant to a court order ("Break-Opens"), and to maintain all necessary facilities for the use of such boxes by the renters thereof during the period for which such persons have paid rent therefor in advance to the Seller, subject to the provisions of the rental agreements between it and the respective renters of such boxes. On the Effective Date, the Seller shall assign, transfer and deliver to the Purchaser all records pertaining to safe deposit operations at the Branches as they exist and are available, including relevant safe deposit contracts, except where the Purchaser waives compliance with any document delivery contemplated thereby. 1.07 Safekeeping Items. (a) The Seller agrees to transfer and deliver to the Purchaser all securities and papers, if any, held by the Seller in safekeeping for its customers at the Branches, together with all of the records relating thereto. (b) The Purchaser agrees to assume, honor, and discharge, from and after the Effective Date, the duties and obligations of the Seller with respect to such safekeeping items and shall be 11 entitled to any right or benefit arising henceforth from such safekeeping business from and after the Effective Date. 1.08 Certain Transitional Matters. Following the Effective Date: (a) The Purchaser agrees to honor in accordance with law, up to the collected amount on deposit (and any other funds available by reason of any agreement between the depositor and the Purchaser), all properly drawn and presented checks, drafts, electronic debits and credits and withdrawal orders presented to the Purchaser by mail, over its counters, through the check clearing system, and Automated Clearing House of the banking industry, by depositors of the accounts assumed, whether drawn on the checks, withdrawal or draft forms provided by the Seller, or by the Purchaser, and in all other respects to discharge, in the usual course of the banking business, the duties and obligations of the Seller with respect to the balances due and owning to the depositors whose accounts are assumed by the Purchaser. The Purchaser's obligation under this Section 1.08(a) to honor checks, withdrawal, draft forms and electronic debits and credits provided by the Seller and carrying its imprint shall expire at the close of business on the 90th business day or a date mutually agreeable to both Parties. (b) If any of such depositors, instead of accepting the obligation of the Purchaser to pay the Deposit Liabilities assumed, shall demand payment from the Seller for all or any part of any such assumed Deposit Liabilities, the Seller shall not be liable or responsible for making such payment. Instead, the Seller may, at its discretion, assume custody of the check or other item presented for payment, including electronic items, on an account which has been transferred with the Branches, batch such items and make them available to the Purchaser for pick-up at the Seller's office at 425 Phillips Boulevard, Trenton, New Jersey at 10:30 a.m. of the next banking day after receipt thereof by the Seller. The Seller shall not, at any time, be liable or responsible for making payment on such items by reason of its obtaining custody of them for transmittal to the Purchaser. In order to reduce the continuing charges to the Seller through the check clearing system of the banking industry which will result from check forms of the Seller being used after the Effective Date by the depositors whose accounts are assumed, the Purchaser agrees, at its cost and expense, on or immediately after (and in no event without the express written consent of the Seller, if prior to) the Effective Date, to notify depositors of the Purchaser's assumption of the Deposit Liabilities and, at its sole cost and expense and without cost to depositors, to furnish each depositor of an assumed account with not less than fifty (50) checks on the forms of the Purchaser, with instructions to utilize the Purchaser's checks and to destroy unused checks of the Seller as of the Effective Date. The Seller hereby agrees that after the 90th business day or a date 12 mutually agreeable to both Parties, it shall, with respect to any check or other item presented to it for payment on an account which has been transferred with the Branches, at its sole option,either: (i) return such check or other item with reference to the maker thereof; or (ii) assume custody thereof, batch the same and make it available to the Purchaser for pick-up in the manner aforesaid and telephone the Purchaser of the availability of the same for pick-up prior to 10:30 a.m. of the next banking day after receipt thereof by the Seller. (c) The Purchaser agrees, no later than the start of the second business day after demand by the Seller, to pay the Seller an amount equivalent to the amount of any uncollected item included in a depositor's balance on the Effective Date which is returned after the Effective Date as not collected. The Purchaser shall be required to make such payment for an item only up to the amount on deposit with the Purchaser at the time the Seller makes the demand aforesaid. 1.09 Indemnification (a) The Seller shall indemnify, hold harmless and defend the Purchaser from and against all losses and liabilities, including reasonable legal fees and expenses, arising out of any actions, suits or proceedings commenced prior to the Effective Date (other than proceedings to prevent or limit the consummation of this Agreement) relating to operations at the Branches; and the Seller shall indemnify, hold harmless and defend the Purchaser from and against all losses and liabilities (including reasonable legal fees) arising out of any actions, suits or proceeding commenced on or after the Effective Date but which relate to operations at the Branches prior to the Effective Date. The Seller agrees further to defend, indemnify and hold harmless the Purchaser against all claims, losses, liabilities (including reasonable legal fees) and obligations resulting from any material breach of any agreement, representation or warranty made by the Seller in the Agreement or in any certificate delivered to the Purchaser hereunder. The Purchaser will give the Seller written notice of a threatened or pending claim within thirty (30) calendar days (except in the case where the Purchaser's first notice is its receipt of the Complaint, in which case such time for giving Notice shall be fifteen (15) calendar days of its learning about such threatened or pending claim), together with a statement of facts known to it regarding such threatened or pending claim. The Seller will then have forty-five (45) calendar days from the date it received such notice to investigate the threatened or pending claim and determine whether it will elect to assume the defense of the matter involving such threatened or pending claim. If it does so elect, the Seller will be given the Purchaser's full cooperation and assistance in maintaining said defense. The Seller shall not be liable for any amounts in settlement of a claim or action as described above if such settlement is effected without the Seller's written consent, 13 which consent shall not be unreasonably withheld. It is understood that the obligations of the Seller under this paragraph shall survive the Effective Date. (b) The Purchaser shall indemnify, hold harmless and defend the Seller from and against all claims, losses, liabilities, demands and obligations, including reasonable legal fees and expenses, real estate, sales and use, social security and unemployment taxes, all accounts payable and operating expenses including salaries, rents and utility charges, which the Seller may receive, suffer or incur in connection with operations and transactions occurring on or after the Effective Date, and which involve the Branches or the assets transferred or liabilities assumed pursuant to this Agreement, except as otherwise specifically provided for in the Agreement. To the extent that any such item has been prepaid by the Seller for a period extending beyond the Effective Date, there shall be a proportionate monetary adjustment with respect thereto in favor of the Seller. The Purchaser agrees further to defend, indemnify, and hold harmless the Seller against all claims, losses, liabilities (including reasonable legal fees) and obligations resulting from any material breach of any agreement, representation or warranty made by the Purchaser in the Agreement or in any certificate delivered to the Seller hereunder. The Seller will give the Purchaser written notice of a threatened or pending claim within thirty (30) calendar days (except in the case where the Seller's first notice is its receipt of a Complaint, in which such time for giving notice shall be fifteen (15) calendar days) of its learning about such threatened or pending claim, together with a statement of facts known to it regarding such threatened or pending claim. The Purchaser will then have forty-five (45) calendar days from the date it receives such notice to investigate the threatened or pending claim to determine whether it will elect to assume the defense of the matter involving such threatened or pending claim. If it does so elect, the Purchaser will be given the Seller's full cooperation and assistance in maintaining such defense. It is understood that the obligations of the Purchaser under this paragraph shall survive the Effective Date. 1.10 Prorata Adjustment of Physical Plant Expenses. All real estate taxes, utility payments, service contracts, insurance, and similar expenses relating to the premises on which the Branches are located shall be prorated between the Parties as of the Effective Date. 1.11 FDIC Quarterly and Special Assessments (a) There shall be no proration of the FDIC quarterly assessment actually paid by the Seller for the assessment period in which the Closing Date is included with respect to the Deposit Liabilities actually transferred as of the Closing Date. 14 (b) With respect to the proposed special assessment associated with the recapitalization of the Savings Association Insurance Fund ("SAIF"), should the Purchaser receive a demand for payment of such special assessment with respect to the Branches or the Deposit Liabilities assumed by the Transaction: (1) If the special assessment occurs prior to the Closing Date, such special assessment will be the financial responsibility of Seller; (2) If the enactment of such law or regulation requiring such special assessment occurs any time prior to the one year anniversary of the Closing Date of the Transaction, then Seller shall be liable for payment of such special assessment related to the Deposit Liabilities equal to the lesser of (i) the aggregate Deposit Liabilities transferred as of the Closing Date without regard to the base period for calculation of such assessment, or (ii) the total deposits subject to the assessment at the Branches as of the assessment date. If such special assessment is enacted during the period that is between the one year anniversary of the Closing Date and the date that is on the two year anniversary of the Closing Date, then the Seller shall pay 50% of such special assessment due calculated based upon lesser of (i) the aggregate Deposit Liabilities transferred as of the Closing Date without regard to the base period for calculation of such assessment, or (ii) the total deposits subject to the assessment at the Branches as of the assessment date, and the Purchaser would be liable for the payment of the other 50% of such assessment amounts with respect thereto. Seller shall be responsible for 100% of the assessment attributable to the Excluded Deposits or any other insured deposits of the Seller. If the special assessment is enacted subsequent to the two year anniversary of the Closing Date, then the special assessment attributable to the Deposit Liabilities assumed by the Purchaser will be the sole responsibility of the Purchaser. The Purchaser shall in no event assume responsibility for any special assessment attributable to deposits not assumed by it in the Transaction. (3) In the event that the special assessment does not occur prior to the Closing Date, the Seller will provide collateral for the payment of the special assessment by pledging securities at the Federal Home Loan Bank of New York; with such collateral being equal to the greater of $1.22 million or 85 basis points times the Deposits Liabilities assumed in the Transaction. The value of such collateral shall be based upon the market value of such collateral at the date of posting. Such collateral shall be maintained at such level based upon any changes in its market value and shall be adjusted not less than quarterly thereafter, as may be required to maintain such value. 15 1.12 Notice to Customers/Public Disclosures. As mutually agreed upon by the Parties, Purchaser and/or Seller shall notify holders of all accounts at the Branches prior to the Closing Date of the Transaction and its impact on such account holders. (a) Except as herein below provided to the contrary or otherwise herein agreed, the Parties shall make no public disclosure of this Agreement or any transaction contemplated herein prior to the Closing Date. Any press release, public notice or notice to local officials regarding this Agreement or the transactions contemplated herein to be made prior to the Closing Date shall be approved in writing by all Parties prior to its release, unless such release or notice is required in the opinion of the Purchaser or the Seller by law, regulations or regulatory authority, in which case no approval of the other party shall be required. Where required, the approval of any party shall not be unreasonably withheld. Where approval is not required, the Parties, nevertheless agree to confer prior to any such release or notice. (b) After all applicable regulatory approvals have been received, the Purchaser shall, at its expense, mail a notice to all depositors and safe deposit customers of the Branches whose accounts are to be assumed notifying them of the impending transfer of the banking business for those Branches to the Purchaser. Prior to mailing, the Purchaser shall submit the proposed form of such notice to the Seller for review and approval, which approval shall not be unreasonably withheld. (c) After all applicable regulatory approvals have been received, the Seller shall mail a notice to all depositors and safe deposit customers of the Branches whose accounts are to be assumed for the purpose of advising them of the transactions contemplated by this Agreement. Prior to mailing, the Seller shall submit the proposed form of such notice to the Purchaser for review and approval, which approval shall not be unreasonably withheld. Alternatively, the Seller may, at no expense to the Seller, fulfill its obligations under this subsection (c) by joining in the notice to be mailed by the Purchaser pursuant to subsection (b) hereinabove. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE SELLER The Seller hereby represents and warrants to the Purchaser as follows: 2.01 Corporate Organization and Powers. The Seller is a federally chartered capital stock savings bank duly organized, validly existing and in good standing under the laws of the United States 16 of America and the rules and regulations of the Office of Thrift Supervision ("OTS"). The Seller has the corporate power and authority to own its properties, to effect this transaction and carry on its business as presently conducted. The Seller' deposits are, subject only to monetary limits established by law and regulation, insured by the Savings Association Insurance Fund ("SAIF"). 2.02 Leases: Title to Property; Encumbrances. (a) The Seller has, and at the Effective Date will have, good insurable and marketable title, or lease to the real property, furnishings, equipment and other assets to be transferred to the Purchaser pursuant to this Agreement, and in each case subject to no mortgage, pledge, lien, security interest, conditional sale agreements, encumbrance or charge of any nature whatsoever, except as otherwise indicated on Schedule 2.02, which would interfere with or otherwise prevent the Purchaser from having quiet enjoyment of the real estate, ownership, possession and quiet enjoyment of the other assets or ownership of the Deposit Liabilities, Loans or the safe deposit business to be transferred in accordance with this Agreement. (b) To the knowledge of the Seller (not having made any specific investigation for this purpose), there is no condemnation proceeding pending or threatened which would preclude or impair the use of the Branches as presently being used in the conduct of the business of the Seller. (c) The real property, equipment, fixtures, and furniture being sold are all of the physical assets owned by the Seller and used by it to conduct the business of the Branches as of the date hereof; the equipment comprising part of the assets being sold is in operating condition and repair, giving consideration to its age and use and subject to ordinary wear and tear. The Purchaser, however, acknowledges and agrees that all such property is being sold "as is" and without any warranties, express or implied, other than those specified in this paragraph. (d) No notice of any violation of zoning laws, building, fire, and other regulating laws, statutes, ordinances and regulations relating to the Branches has been received by the Seller and is currently outstanding and uncured. With respect to the Branches, to its knowledge, the Seller is in compliance with all federal, state and local laws, rules and regulations relating to environmental protection and the Seller has not been notified or is otherwise aware that it is potentially liable, or is considered potentially liable, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or any similar state law. To its knowledge, no disposal, release or discharge of hazardous or toxic substances, pollutants or contaminants, including petroleum and gas products, as any of such terms may be 17 defined under federal, state or local law, has occurred on, in, at or about any of the facilities of the Branches. There are no actions, suits or regulatory investigations pending or threatened against the Seller relating to environmental protection matters. 2.03 No Violation. Neither the execution and delivery of this Agreement, nor the consummation of this sale, will violate or conflict with: (i) the Charter or Bylaws of the Seller; (ii) any provision of any agreement or any other restriction of any kind to which the Seller is a party or by which the Seller is bound under any material lease; or (iii) any statute, law, decree, regulation or order of any governmental authority known to the Seller, once the governmental consents referred to in this Agreement are obtained; or will result in a default under or cause the acceleration of the maturity of, any obligation or loan to which the Seller is a party. 2.04 Corporate Authority. The execution and delivery of this Agreement, and the consummation of this sale, have been duly authorized by the Board of Directors of the Seller. No further corporate authorization on the part of the Seller is necessary to consummate the transaction. 2.05 Disclosure. No representation or warranty of the Seller contained in this Agreement, nor any schedule, exhibit or other document furnished or to be furnished by the Seller, contains or will contain any untrue statement of a material fact or omits or will omit a material fact necessary in order to make the statements contained therein not misleading. 2.06 Non-Competition and Non-Solicitation (a) For a period of three years from the Closing Date, Seller agrees not to open, acquire, establish, operate or engage in the conduct of activities associated with the retail banking business or the opening of offices for the conduct of retail branch banking or other banking or securities brokerage services within the counties of Mercer and Middlesex in New Jersey, and the counties of Bucks and Philadelphia in Pennsylvania, except for activities for the sole purpose of servicing Excluded Deposits or for maintaining the conduct of its home office at 425 Phillips Boulevard, Trenton, New Jersey ("Home Office"), or any relocation thereof. (b) Seller will not directly solicit in any manner customers whose Deposit Liabilities or Loans are located at the Branches and are being transferred hereunder on the Closing Date or otherwise directly solicit customers with residences or offices in Mercer County, New Jersey, to engage in banking transactions at the Home Office, in direct competition with the operations of the Branches for a period beginning on the date of this Agreement and ending three (3) years after the Closing Date, except with respect to 18 required renewal notices to Excluded Deposits with maturing certificates of deposit resident at the Home Office. 2.07 IRA/KEOGH DEPOSITS. Purchaser shall as of the date of the Agreement and for a period of six years thereafter have a first option and a right of first refusal with respect to any future sale or transfer of the IRA/KEOGH DEPOSITS associated with the Branches that are being retained by Seller. A list of such IRA/KEOGH accounts as of the date of this Agreement is attached at Schedule 2.07. 2.08 Limitation of Warranties. Except as may be expressly represented or warranted in this Agreement by the Seller, the Seller makes no representations or warranties whatsoever with regard to any assets being transferred to the Purchaser, or liability or obligation being assumed by the Purchaser. 2.09 Absence of Employment Agreements. Except as disclosed in Schedule 2.09 attached hereto, there exist no employment agreements, contracts, understandings or disputes between Seller and Seller's Employees at the Branches, whether written or otherwise related to wages, hours, terms of employment, benefits or working conditions or accommodations. 2.10 Non-Solicitation. Officers, directors, employees, representatives and agents of Seller shall refrain from considering, soliciting, proposing to enter into or entering into any discussion or negotiations with other potential buyers of the Branches or substantially all of the assets or Deposit Liabilities of the Branches from the date hereof through the Closing Date. Seller shall promptly inform Purchaser of the receipt from the date hereof of any proposals, and terms thereof, from third parties relating to any such potential acquisition. 2.11 No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before any court, public board or body pending, or to the knowledge of the Seller threatened, against the Seller; wherein an unfavorable decision, ruling or finding would materially and adversely affect the Transaction contemplated by this Agreement or adversely affect the validity or enforceability of this Agreement or any document necessary to consummate the Transactions contemplated herein or any approval, consent or permission required to be obtained by the Seller hereunder. ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER The Purchaser hereby represents and warrants to the Seller the following: 19 3.01 Corporate Organization. The Purchaser is a federally chartered stock savings bank duly organized validly existing and in good standing under the laws of the United States of America. The Purchaser has the corporate power and authority to own or lease its properties, to effect the transactions contemplated hereby and to carry on its business as presently being conducted. The Purchaser is authorized to hold Deposit Liabilities insured by the SAIF. 3.02 No Violation. Neither the execution and delivery of this Agreement nor the consummation of the Transaction as contemplated by this Agreement will violate or conflict with: (i) the Charter or the Bylaws of the Purchaser; (ii) any provision of any agreement or any other restriction of any kind to which the Purchaser is a party to or by which the Purchaser is bound; or (iii) any statute, law, decree, regulation or order of any governmental authority known to the Purchaser, once the governmental consents referred to in this Agreement are obtained, or will result in a default under, or cause the acceleration of the maturity of, any obligation or loan to which the Purchaser is a party. 3.03 Corporate Authority. The execution and delivery of this Agreement, and the consummation of the Transaction have been duly authorized by the Board of Directors of the Purchaser. No further corporate authorization on the part of the Purchaser is necessary to consummate the Transaction. 3.04 No Litigation. There is no action, suit, proceeding, inquiry or investigation, at law or in equity, or before any court, public board or body pending, or to the knowledge of the Purchaser threatened, against the Purchaser; wherein an unfavorable decision, ruling or finding would materially and adversely affect the Transaction contemplated by this Agreement or adversely affect the validity or enforceability of this Agreement or any document necessary to consummate the Transactions contemplated herein or any approval, consent or permission required to be obtained by the Purchaser hereunder. 3.05 Disclosure. Neither this Agreement nor any schedule, exhibit, certificate or other document furnished or to be furnished by the Purchaser on the Effective Date contains or will contain any untrue statement of a material fact or omits or will omit a material fact necessary in order to make the statements contained therein not misleading. ARTICLE IV CONDUCT OF BUSINESS PENDING THE EFFECTIVE DATE 4.01 Conduct of Business. Pending the Effective Date, and except as otherwise consented to by the Purchaser: (a) The Seller will carry on the business of the Branches diligently and substantially in the same manner as on the date hereof, and the Seller will not, with regard to the Branches, engage in any one or more activities or transactions which shall be 20 outside of the ordinary course of the business of the Branches as conducted as of the date hereof, except for activities or transactions contemplated by this Agreement; (b) The Seller will use its best efforts to preserve the business operations as are presently conducted at the Branches. Seller shall maintain in effect the current staffing levels at the Branches from the date of the Agreement to the Closing Date, including the replacement hiring of personnel, with the prior approval of the Purchaser, which approval shall not be unreasonably withheld. The Seller further agrees to use its best efforts to preserve for the Purchaser the goodwill of its customers and others having relations with the business normally conducted at the Branches, and to cooperate with and assist the Purchaser in assuring the orderly transition of such business from the Seller to the Purchaser. Nothing in this paragraph shall be construed as requiring the Seller to engage in any activities or efforts outside of the ordinary course of business as presently conducted. (c) Seller shall not increase the wages of any employee of the Branches other than in accordance with the salary budget guidelines presently in effect as included at Schedule 4.01(c). (d) Seller shall not materially alter the products or services presently offered at the Branches or materially alter the pricing policy applicable to such products without prior notice to the Purchaser. (e) Seller shall maintain in effect through the Closing Date all property, liability, fire and casualty insurances in effect as of the date of the Agreement with regard to the Branches, including the structures, leasehold improvements and personal property. ARTICLE V OBLIGATIONS OF THE PARTIES PRIOR TO AND AFTER EFFECTIVE DATE 5.01 Full Access. The Seller shall afford to the officers and authorized representatives of the Purchaser access to properties, books and records pertaining to the Branches in order that the Purchaser may have full opportunity to make such reasonable investigations at such reasonable times as it shall desire of the affairs of the Seller relating to the Branches, and the officers of the Seller will furnish the Purchaser with such additional financial and operating data and other information as to its business and properties at the Branches as the Purchaser shall from time to time reasonably request and as shall be available, including, without limitations, information required for inclusion in all governmental applications necessary to effect the Transaction. Nothing in this Section 5.01 shall be deemed to require the Seller to breach any obligation of confidentiality. 5.02 Requirements of Regulatory Authorities. The Seller shall, as soon as is practicable, notify the proper regulatory authorities of its intent to terminate operation of the Branches and to consummate this Transaction and thereafter shall: (i) comply with the normal 21 and usual requirements imposed by such authority applicable to effectuate this Transaction; and (ii) use its good faith efforts to obtain any required approval of such regulatory authority to transfer the operations of the Branches. 5.03 Regulatory Application to Effect the Purchase of Assets and Assumption of Liabilities. The Purchaser shall prepare and file, with the assistance of the Seller, as soon as practicable, but in no event later than 30 days following the date of this Agreement, an application, as required by law, to the appropriate Federal and/or State regulatory authorities for approval to effect this Transaction, and the Parties hereto shall, if required by applicable statute or regulation, publish appropriate notice of the Transaction or related regulatory application. The Parties agree to use their good faith efforts to obtain such approval in a diligent manner and on a priority basis, and the Purchaser further agrees to prepare the application in a diligent manner and on a priority basis. The Parties shall each pay the $4,000 fee for each institution associated with the OTS Application. 5.04 Further Assurance. Both Parties hereby agree to execute and to deliver such instruments and take such other actions as the other party may reasonably require in order to carry out the intent of this Agreement, and the Seller agrees to give such bills of sale, acknowledgments and other instruments or conveyance and transfer as, in the reasonable judgment of the Purchaser, shall be necessary and appropriate to vest in the Purchaser legal and equitable title to the assets of the Seller being sold hereunder, free and clear of all liens and encumbrances; and that Seller shall assist Purchaser as requested and required for Purchaser to perfect any liens or security interest associated with any assets or collateral being transferred. Except as otherwise provided by the terms of the Agreement, the Purchaser shall be responsible for the costs of examining title to real property, land surveys, recording of documents, and similar activities associated with the transfer of the real property. 5.05 Right to Intervene. In the event that any litigation is instituted against the Purchaser under or in connection with this Agreement, the Seller shall have the right in its sole discretion to intervene in such litigation and the Purchaser does hereby consent to such intervention. 5.06 Customer Data. Seller shall provide Purchaser with such data processing computer disks or tapes encoded with information pertaining to deposit accounts and loans of the Branches' customers as Purchaser shall request, or authorizations of Seller for Purchaser to access same from the service bureau maintaining such information as of the Closing Date. Each Party shall pay its own expenses associated with the data processing conversion of the customer records to be 22 transferred. Seller shall provide Purchaser with reasonably available statistical data related to the Branches prior to the Closing Date upon request. 5.07 Press Releases. Purchaser and Seller will cooperate and coordinate in the issuance of any press releases regarding the Transaction. 5.08 Allocation of Purchase Price. The purchase price paid and liabilities assumed by the Purchaser pursuant to this Agreement shall be allocated in accordance with Section 1060 of the Internal Revenue Code of 1986, as amended ("Code"). The Seller and the Purchaser shall cooperate to comply with all substantive and procedural requirements of Section 1060 of the Code and any regulations thereunder. ARTICLE VI CONDITIONS TO PURCHASER'S OBLIGATIONS Each and every obligation of the Purchaser under the Agreement to be performed on or before the Effective Date shall be subject to the satisfaction, on or before the Effective Date, of the following conditions: 6.01 Representations and Warranties True: Obligations Performed. (a) The representations and warranties made by the Seller in this Agreement shall be true at and as of the Effective Date as though such representations and warranties were made at and as of such time, except for any changes permitted by the terms hereof or consented to by the Purchaser. (b) The Seller shall have performed and complied with in all material respects all obligations and agreements required by this Agreement to be performed or complied with by it prior to or at the Effective Date. (c) From the date of this Agreement until the Effective Date, there shall have been no material adverse change, not cured, in the business or material conditions (financial or otherwise) of the Branches, except for any changes permitted by the terms, hereof, or consented to by the Purchaser. (d) On the Effective Date, no action, suit or proceeding shall be pending or threatened: (i) against the Seller which might materially and adversely affect the business, properties and assets of the Branches; or (ii) against either party which seeks to prohibit consummation of this transaction. 23 (e) The Seller shall have delivered to the Purchaser a certificate of its President, dated the Effective Date, certifying to the fulfillment of all the conditions contained at this Section 6.01. (f) The Purchaser and the Seller shall have received from the appropriate regulatory authorities unconditional approval: (i) to effect this transaction; and (ii) for the Purchaser to operate the Branches. (g) The Purchaser shall have received an opinion of counsel or a certification from the President for the Seller, dated the Effective Date, to the effect that (i) the Seller has been duly organized and is validly existing, (ii) the Seller has duly authorized the execution and delivery of this Agreement and the performance by the Seller of each of its obligations hereunder, (iii) this Agreement and the instruments delivered by the Seller pursuant hereto are valid, binding and enforceable against the Seller in accordance with their respective terms (subject only to applicable bankruptcy laws and principles of equity), (iv) any consents, approvals, permissions or authorizations required to be obtained under any law, rule or regulation from any governmental body, agency or authority for the consummation by the Seller of its obligations hereunder and the transactions contemplated by the Seller herein have been obtained, and (v) such party is unaware of any action, suit, proceeding, inquiry, or investigation, at law or in equity, or before any court, public board or body, pending or threatened, against the Seller wherein an unfavorable decision, ruling or finding would materially and adversely affect the consummation, validity or enforceability of the transactions contemplated hereby. (h) From the date of this Agreement until the Closing Date, there shall have occurred no material damage to or destruction of the Branches or the leasehold improvements thereto. ARTICLE VII CONDITIONS TO THE SELLER'S OBLIGATIONS Each and every obligation of the Seller under this Agreement to be performed on or before the Effective Date shall be subject to the satisfaction, on or before the Effective Date, of the following conditions: 7.01 Representations and Warranties True: Obligations Performed. (a) The representations and warranties made by the Purchaser in this Agreement shall be true at and as of the Effective Date as though such representations and warranties were made at and as of such time, except for any changes permitted by the terms hereof or consented to by the Seller. (b) The Purchaser shall have performed and complied with in all material respects all obligations and agreements required by this Agreement to be performed or complied with by it prior to or at the Effective Date. 24 (c) The Purchaser shall have delivered to the Seller a certificate of its President, dated the Effective Date, certifying to the fulfillment of both of the foregoing conditions. (d) The Seller shall have received an opinion of counsel or a certification from the President for the Purchaser, dated the Effective Date, to the effect that (i) the Purchaser has been duly organized and is validly existing, (ii) the Purchaser has duly authorized the execution and delivery of this Agreement and the performance by the Purchaser of each of its respective obligations hereunder, (iii) this Agreement and the instruments delivered by the Purchaser pursuant hereto are valid, binding and enforceable against the Purchaser in accordance with their respective terms (subject only to applicable bankruptcy laws and principles of equity), (iv) other than the approval of agencies regulating the Purchaser to buy the assets and assume the liabilities pursuant to this Agreement and to establish the Branches contemplated hereby, no other consents, approvals, permissions or authorizations are required to be obtained under any law, rule or regulation from any governmental body, agency or authority for the consummation by the Purchaser of its obligations hereunder and the transactions contemplated by the Purchaser herein, and the aforesaid approvals have been obtained and are in full force and effect, and (v) such party is unaware of any action, suit, proceeding, inquiry, or investigation at law or in equity, or before any court, public board or body, pending or threatened, against the Purchaser wherein an unfavorable decision, ruling or finding would materially and adversely affect any such approval, consent or permission or the consummation, validity or enforceability or the transactions contemplated hereby. ARTICLE VIII CONDITIONS TO THE SELLER'S AND THE PURCHASER'S OBLIGATIONS Each and every obligation of the Parties under this Agreement to be performed on or before the Effective Date shall be subject to the satisfaction, on or before the Effective Date, of the following conditions: 8.01 Approval of Governmental Authorities. The approval by the appropriate regulatory authorities shall have been obtained; the consent of the appropriate regulatory authorities to the establishment and operation by the Purchaser of a branch bank at the present location of each Branch shall have been obtained; and termination of branch operations conducted by the Seller at each Branch location and the Seller's consummation of this sale shall not have been objected to by the appropriate regulatory authority. 8.02 Consents to Assignment of Leases. The landlord under any real estate lease to be assigned hereunder shall have consented to the Seller's assignment of such lease to the Purchaser on terms substantially similar to the existing terms between the Seller and 25 the landlord. Further, landlord shall furnish the Purchaser with a statement of the balance of any security deposits held under such lease as of the Closing Date, giving effect to all deductions that are deemed necessary by the landlord following an inspection of the property as of the Closing Date. ARTICLE IX TERMINATION 9.01 Methods of Termination. This Agreement may be terminated at any time, but not later than the Effective Date: (a) By mutual agreement of the Boards of Directors of the Purchaser and the Seller; or (b) By the Board of Directors of the Purchaser if any of the conditions provided for in Article VI of this Agreement shall not have been met or waived in writing by the Purchaser; or (c) By the Board of Directors of the Seller if any of the conditions provided for in Article VII of this Agreement shall not have been met or waived in writing by the Seller; or (d) By the Board of Directors of either party if any of the conditions provided for in Article VIII shall not have been met; or (e) By the Board of Directors of the Seller or the Purchaser if the Effective Date has not occurred on or before November 30, 1996. 9.02 Procedure Upon Termination. In the event of termination pursuant to Section 9.01 hereof, written notice thereof shall be given to the other party, and this Agreement shall terminate immediately upon receipt of such notice, unless an extension is consented to by the party or Parties having the right to terminate. If this Agreement is terminated as provided herein: (a) Each party will redeliver all documents, work papers and other materials of the party relating to this transaction, whether so obtained before or after the execution hereof, to the party furnishing the same; and (b) All information received by either party hereto with respect to the business of the other party (other than information which is a matter of public knowledge or which has heretofore been or is hereafter published in any publication for public distribution or filed as public information with any governmental authority) shall not at any time be used for business advantage by such party or disclosed by such party to third persons to the detriment of the party furnishing such information or if otherwise prohibited by state or federal law; and 26 (c) Nothing contained in this Article IX shall be deemed to excuse either Party for a breach of any of its obligations or agreements undertaken or made in this Agreement. 9.03 Payment of Expenses and Retention of Deposit. If this Agreement is terminated by the Purchaser for any reason other than the compliance with any of the conditions provided for in Articles VI or VIII of this Agreement not having been met or waived in writing by the Purchaser or failure to satisfy the conditions of Sections 1.05 (j),(l) and (m), then the Seller shall retain the Deposit plus all accrued interest thereon. ARTICLE X MISCELLANEOUS PROVISIONS 10.01 Entire Agreement; Amendment and Modification. This Agreement and the exhibits and schedules hereto shall constitute the entire agreement of the Parties. The Parties hereto, by mutual consent of their respective duly authorized officers, may amend, modify and supplement this Agreement in such manner as may be agreed upon by them in writing. 10.02 Assignment. This Agreement and all of the provisions hereof shall be binding upon, and inure to the benefit of, the Parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, prior to the Effective Date, by either of the Parties hereto without the prior written consent of the other. 10.03 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 10.04 Headings. The headings of the Sections and Articles of this Agreement are inserted for convenience only and shall not constitute a part hereof. 10.05 Survival of Representations and Warranties. The respective representations and warranties of the Parties hereto contained herein shall survive for a period of one year after the Effective Date, unless stated otherwise herein. 10.06 Payment of Expenses. Each party hereto shall pay for its own expenses and costs in connection with the carrying out of this Agreement except as stated otherwise herein. Each Party shall pay the applicable $4,000 fee to the OTS as the OTS application fee related to the Transaction. 10.07 Consent to Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be 27 settled by arbitration in accordance with the rules for commercial arbitration then in effect at the district office of the American Arbitration Association ("AAA") nearest to the home office of the party initiating said arbitration proceeding, and judgment upon the award rendered may be entered in any court having jurisdiction thereof, except to the extent that the Parties may otherwise reach a mutual settlement of such issue. 10.08 Governing Law. This Agreement shall be governed by the laws of the State of New Jersey except to the extent Federal Law controls. 10.09 Public Disclosure: Advertising. Except as herein provided to the contrary or as required by law or otherwise herein agreed, neither Party shall make any public disclosure of any Transaction to be consummated hereunder prior to the Effective Date. Any press release, public notice or notice to local officials regarding this Agreement or the transactions contemplated herein to be made prior to the Effective Date shall be approved in writing by all Parties prior to its release; the approval of any party shall not be unreasonably withheld. 10.10 Deposit Account Servicing. Purchaser shall, as of the Effective Date, have converted, by the close of the business day, all of the computerized deposit account information, onto the Purchaser's data processing system. 10.11 Addresses for Notice, etc. All notices, requests, demands and other communications provided for hereunder and under the related documents shall be in writing (including telegraphic communications) and mailed (by registered or certified mail) or telegraphed or delivered to the applicable party at the addresses indicated below. If to the Seller: Michael W. Young President Cenlar Federal Savings Bank 425 Phillips Boulevard Trenton, New Jersey 08628 With a copy to: Leonard G. Gleason, Esq. Cenlar Federal Savings Bank 425 Phillips Boulevard Trenton, New Jersey 08628 If to the Purchaser: John R. Stranford, President Third Federal Savings Bank 3 Penns Trail Newtown, Pennsylvania 18940 28 With a copy to: Richard Fisch Malizia, Spidi, Sloane & Fisch, P.C. 1301 K Street, N.W. Suite 700 East Washington, D.C. 20005 or, as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section. EX-99.2 3 EXHIBIT 99-2 NEWS RELEASE EXHIBIT 99.2 TF FINANCIAL NEWS CORPORATION RELEASE 3 PENNS TRAIL NEWTOWN, PENNSYLVANIA 18940 For verification, contact: John R. Stranford, President and CEO Bill Niemczura, Senior Vice President and Chief Executive Officer Phone : (215) 579-4000 Fa: (215) 579-4748 For immediate release June 7, 1996 - ------------------------------------------------------------------------------ TF FINANCIAL CORPORATION ANNOUNCES ACQUISITION OF CENLAR BRANCH OFFICES IN NEW JERSEY Newtown, PA, June 7, 1996 - TF Financial Corporation (NASDAQ:THRD), The parent holding company for Third Federal Savings Bank, a federally chartered savings bank ("Third Federal") announced today that they have entered into an agreement with Cenlar Federal Savings Bank, Trenton, New Jersey ("Cenlar") to acquire the 3 branches of Cenlar located in Ewing, Hamilton Square and Princeton, New Jersey with approximately $143 million in deposits. The terms of the transaction include a premium payment of approximately $9.3 million. John R. Stranford, President of Third Federal, commented that: "Expansion of Third Federal's operations into Mercer County, New Jersey, is an exciting opportunity for us and a natural extension of our marketplace. For many years we have had customers and employees on both sides of the Delaware River. Now we are positioned to better serve them. We will be counting on Cenlar's branch employees to join the Third Federal team and make the customer transition a smooth one." As of March 31, 1996, Third Federal held approximately $338 million in deposits. All deposits of Third Federal are insured up to applicable limits by the Federal Deposit Insurance Corporation ("FDIC"). TF Financial Corporation is the holding company for Third Federal, which presently operates 11 full-service offices in Philadelphia and Bucks Counties, Pennsylvania. The Company's stock is traded under the symbol "THRD" on the NASDAQ National Market System. -----END PRIVACY-ENHANCED MESSAGE-----